ee Libr ra AO 


Oregon Improvement Company 


| Reorganization. , 


teliminary Hgreement. 


Dated October 8, 1895. 


MANHATTAN TRUST COMPANY, 
1 Nassau Street, 


New York, ) Depositaries. 
OLD COLONY TRUST COMPANY, 


Ames Building, Boston, | 


. JOHN G. MOORE, 
JOHN I. WATERBURY, 


| ‘™, JEFFERSON COOLIDGE, Jr., 


HENRY W. CANNON, Reorganization Committee. 
EDWIN S. HOOLEY, 
JULES S. BACHE, 


SIMPSON, THACHER & BARNUM, 
Counsel to the Committee. 


Cc. G. Burgoyne, Walker and Centre Sts., N. Y. 


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Memorandum of Agreement, made between 
FPREDERIC CROMWELL, CorNELIUS B. Gortp, Evans R. 
Dick, CHARLES B. WriGHT, JR., and CHARLEMAGNE 
TowER, JR., aS a Committee of the Bondholders of the 
Duluth and Manitoba Railroad Company, acting by a 
majority thereof, under the provisions of an agreement 
dated April 4th, 1894, between the holders of bonds of the 
Duluth and Manitoba Railroad Company, said Committee, 
and the Guaranty Trust Company of New York, then 
known as the New York Guaranty and Indemnity Com- 
pany, hereinafter called the ‘‘ Committee,’’ parties hereto 
of the first part, and J. P. MorGan anp ComPANY, as Re- 
organization Managers of the Northern Pacific Railroad 
Re-organization, acting under the provisions of an agree- 
ment dated March 16, 1896, known as a Re-organization 
Agreement of the Northern Pacific Railroad Company, 
hereinafter called the ‘‘.Managers,’’ parties hereto of the 
second part. 


WHEREAS, by the Third Clause of the said Agreement 
of April 4, 1894, the said Committee is authorized and 
empowered to sell and deliver all the bonds and coupons 
deposited thereunder for any sum or price, in cash, at its 
discretion, but not less than par and interest or to make 
any settlement on behalf of the bondholders, including the 
making or approval of a lease of the mortgaged property, 
provided such sale, settlement or lease be approved in 
writing by the holders of said negotiable certificates to the 

extent of two-thirds in par value of the bonds deposited 
thereunder ; 

Now, in consideration of the covenants and agreements 
herein contained and of the sum of one dollar by each of 


Ss the parties hereto to the other in hand paid, it is hereby 


1103589 


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agreed as follows: A settlement is hereby effected between 
the said Committee, representing the bondholders who 
have deposited their bonds under the said agreement of 
April 4th, 1894, and the parties to said agreement of 
March i6th, 1896, upon the following terms: 

The Committee hereby sells to the Managers ati the 
Managers hereby buy from the Committee all the first 
mortgage bonds of the Duluth and Manitoba Railroad 
Company, a corporation existing under the general laws of 
the State of Minnesota, owning and operating a railroad - 
in the States of Minnesota and North Dakota respectively, 
secured by separate mortgages upon the Minnesota Divis- 
ion and upon the Dakota Division, now under the control 
of said Committee and on deposit in the Guaranty Trust 
Company under the provisions of the said agreement of 
April 4th, 1894, the said bonds so deposited being in par 
value, of the Minnesota Division, $1,151,000, and in 
par value, of the Dakota Division, $1,359,000, together 
with all of such bonds as may be deposited under the 
terms of said agreement of April 4th, 1894, within such 
limit of time as the Managers may allow. 

All bonds sold under this agreement shall be delivered 
on final payment therefor and carry all unmatured coupons, 
and also all matured coupons, with proper credits as to 
partial payments endorsed on matured coupons. 

The price of the said bonds, including their coupons, 
to be paid by the Managers to the Committee shall be 
ninety (90) per cent. of the par value of the principal of 
said bonds in cash, with interest upon such par value as 
hereinafter provided, payable as to the Dakota Division 
bonds at any time at the option of the Managers, on or 
before June ist, 1897, and as to the Minnesota Division 
bonds at any time at the option of the Managers, on or 
before July 1st, 1897. As part of the purchase price, 
interest shall be paid upon the par value of the said bonds 


5) 


of each class, at five per cent., until the completion of this 
contract by the payment of the entire purchase money in 
respect of such class, and such interest shall be payable 
upon the dates that the coupons upon the said bonds re- 
spectively fall due and are payable. The Managers shall 
give to the Chairman of the Committee ten days’ notice in 
writing before making any payments on account of the 
purchase money, other than payments of interest as afore- 
said, and shall have the privilege of paying for the bonds of 
each class in not more than two equal payments after pay- 
ing the ten per cent. hereinafter provided. 

In the event that a partial payment be made at any time 
on account of the principal of the purchase money afore- 
said, including the ten per cent. thereof hereinafter pro. 
vided to be paid at the time that this contract becomes 
operative, a proportional rebate shall be made in interest 
subsequently accruing upon the unpaid purchase money. 

The Committee agrees as and when it may make collec- 
tions upon the coupons of such of the said bonds as shall 
have been deposited under the said agreement of April 4, 
1894, and shall be under the control of the said Commit- 
tee, that it will withhoid from time to time from the hold- 
ers of receipts or certificates issued under the said agree- 
ment and pay to the said managers, as long as this con- 
tract remains in force and uncompleted, such a proportion 
of the said interest collected as the partial payments there- 
tofore made on account of the principal of the purchase 
money aforesaid bears to the said total purchase money. 

The Managers agree to procure an extension of the pres- 
ent lease existing between the Receivers of the Northern 
Pacific Railroad Company and the Duluth and Manitoba 
Railroad Company until the first day of July, 1897, or 
until the earlier surrender by the Receivers of the lines of 
the Northern Pacific Railroad Company in the States of 
Wisconsin, Minnesota and North Dakota to the pur- 


4 


chasers thereof at foreclosure sale, and that thereafter the 
New Company hereinafter mentioned shall make a similar 
lease for the unexpired term to July 1st, 1897. 

The said extension of lease shall appropriately provide 
as follows: | | 


First.—That the rental for the demised premises shall 
be an amount in cash equal to five-sixths of the face value 
of all of the coupons upon all of the First Mortgage Bonds 
of the Duluth and Manitoba Railroad Company of both 
Divisions which will mature December Ist, 1896, and Jan- 
uary Ist, 1897, and a like amount upon all of the coupons 
which will mature June Ist, 1897, and July 1st, 1897, 
being at the rate of five per centum per annum upon said 
bonds. The said amounts of rental shall be paid to the 
Trustee of the Mortgages securing the said bonds upon the 
due dates of the said respective coupons. 


SEcoND.—That neither the provisions in regard to 
sinking fund installments contained in Article VI. of the 
mortgage made by the Duluth and Manitoba Railroad 
Company upon its Minnesota Division to the Farmers’ 
Loan and Trust Company, dated the first day of July, 
1886, and in Article VI. of the mortgage made by the 
Duluth and Manitoba Railroad Company upon its Dakota 
Division to the Farmers’ Loan and Trust Company, dated 
the first day of June, 1887, nor the provisions of the said 
mortgages as to the unpaid portion of interest maturing 
on June Ist, 1896, July Ist, 1896, December Ist, 1896, and 
January 1st, 1897, shall be in any manner enforced during 
the period covered by, the lease. 


Turrp.—That all of the provisions of the said lease 
shall continue in full force and effect, except to the extent 
that said provisions may be modified as provided in this 
agreement and by the performance of acts therein provided 
for. 


5) 


The rental when collected under the existing lease of 
the Duluth and Manitoba Railroad Company’s property 
with the Receivers of the Northern Pacific Railroad Com- 
pany, and under the said lease as extended, as herein pro- 
vided, shall be taken on account of the obligation of the 
Managers hereinbefore provided for to pay interest upon 
the par of the bonds hereby sold as part of the purchase 
money therefor, to the extent that said rental shall have 
been paid to the Trustee of the mortgage as above pro- 
vided. 

The Committee and its members respectively assume no 
personal responsibility hereunder, and the contract of sale 
of bonds shall bind only the depositors assenting thereto, 
but it agrees to use its best endeavors to procure the 
consent in writing by the holders of the negotiable cer- 
tificates issued under the said agreement of April 4th, 
1894, to the extent of two-thirds in par value of the bonds 
deposited under the said agreement, to the aforesaid 
settlement, including the said extension of the said lease 
and sale of the said bonds herein provided for. Such 
consent shall also be noted on the negotiable certificates 
of each holder so consenting, in such manner, satisfactory 
to the Managers, as to bind such holder whether or not 
any other certificate-holder is bound, and the Managers 
may require the Committee to exclude from the benefits 
of said contract of sale any certificate-holder not so 
assenting within such limit of time (not less than thirty 
days from the date hereof), as the Managers may fix. 

This agreement shall be operative when the said exten- 
sion and sale shall have been approved, and only in the 
event that such approval be obtained and that the said 
extension of lease be entered into between the Receivers 
of the Northern Pacific Railroad Company and the Duluth 
& Manitoba Railroad Company within thirty days from 
the date hereof (or within such further period not exceeding 


6 


sixty days as may be granted by the Committee), and the 
consent of the Trustee of the said mortgages securing 
said bonds be obtained to such an extension of lease. 

The Managers assume no personal responsibility of any 
kind under this contract, but they agree that within 
thirty days after the organization of the New Northern 
Pacific Company, they will take all proper steps to obtain 
from that Company a contract between that Company and 
the Committee embodying the terms above set forth and 
under which contract said reorganized Northern Pacific 
Company shall definitely assume to pay the purchase price 
and to carry out the other conditions above stated and 
the said Committee agree to execute the same. At the 
time that this contract becomes operative, said Managers 
shall pay in cash ten per cent. of the purchase price, to 
be forfeited in case the balance of the purchase price is 
not paid on or before the times herein specified. All 
signed counterparts of this instrument shall be taken to- 
gether as forming this agreement. 


IN WITNESS WHEREOF, the said Committee by a 
majority thereof, and the said Managers, have 
hereunto set their hands and seals this 16th 
day of June, 1896. 


F'REDERIC CROMWELL. [hoses 
CORNELIUS B. GoLp. [L. s.] 
Evans R. Dick. [L. s.] 
CHARLES B. WRIGHT, JR. [L. 82] 
CHARLEMAGNE TOWER, JR. [L. s.] 
J. P. Morgan & Co., [L. s.] 


as Reorganization Managers. 


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Agveement made this eighth day of October, 1895, 
between John G. Moore, John I. Waterbury, T. Jefferson 
Coolidge, Jr., Henry W. Cannon, Edwin 8. Hooley and Jules 8. 
Bache, hereinafter called the Committee, and the bondholders 
and stockholders of the Oregon Improvement Company, be- 


coming parties hereto, hereinafter called the depositors. 


Whereas, default has been made in the paymont of inter- 
est on the bonds of the Oregon Improvement Company, known 
as its consolidated mortgage bonds ; and the depositors desire 
to unite to procure a reorganization, and to vest in the Com- 
mittee all needful powers for the protection of their several 
rights and interests in the meantime; and the Committee has 
consented to formulate a plan of reorganization, and to act 


thereunder to carry the same into execution ; 


' Now, therefore, this Agreement witnesseth, that the 
depositors severally agree each with the others and each of 
them, and with the Committee and their successors as such 


Committee, as follows: 


First. The Committee is requested to proceed at once to 
obtain information concerning the property and business of the 
Oregon Improvement Company, and to formulate a plan and 
agreement for the reorganization thereof. Printed copies of 
such plan and agreement shall be lodged with the depositaries 
receiving securities hereunder, and notice thereof shall be 
be published not less than twice a week for three weeks in at 
least two newspapers published in each of the cities of 
New York and Boston. Holders of certificates of deposit: 


or deposited securities who shall not assent to such 


2 


plan and agreement, may without expense to them, at 
any time before a date to be specified in such notice—which 
date shall be at least thirty days after the first publication of 
such notice—withdraw the securities represented by their re- 
spective certificates of deposit, upon surrender of such cer- 
tificates. All holders of certificates of deposit for deposited 
securities not so withdrawing the same within such time shall 
be bound by such plan and agreement of reorganization, with 


like effect as if they had executed the same. 


Second. The depositors, until they shall have either as- 
sented to the Plan of Reorganization, or, being dissatisfled 
therewith, shall have withdrawn their securities as above pro- 
vided, respectively appoint the Committee their agents and at- 
torneys in fact with respect to the deposited bonds and stock, 
with full power to act for the depositors and their assigns in 
all matters concerning the same, including power to receive any 
money payable thereon, and power to request or instruct the 
Trustee under the mortgages, respectively securing said bonds, 
with respect to the action of such Trustee thereunder. 

Any moneys received on account of any deposited securities 
shall be paid over tothe holders of certificates of deposit is- 
sued therefor, upon presentation of such certificates of deposit 
to the respective depositaries, who shall stamp such payment 


on such certificates. 


Tuirp. Any member of the Committee may resign, and if a 
vacancy shall occur in the Committee for any cause, such 
vacancy shall be filled by a majority of the remaining mem- 
bers by appointment in writing, and the Committee may from 
time to time in like manner add to its members. All right, 
title and powers of the Committee hereunder shall from time to 
time vest in the Committee for the time being without further 
act or appointment. A quorum of the Committee, competent 
to act as the Committee, shall be a majority of the members 


3 


at the time, the action of such majority meeting together being 
deemed to be the action of the Committee. Any absent mem- 
ber of the Committee may, by written authority, appoint any 
other member of the Committee, or any other person approved 
by vote of the Committee, his substitute to act or vote as his 
proxy, and such substitute shall have all the powers of such 
member during his absence. The members of the Committee 
shall not be personally liable for the acts of each other, nor for 
the acts of their agents, but each shall be liable only for his 
own willful default. The Committee may employ counsel, at- 


torneys and agents, and fix their compensation. 


Fourtu. Holders of bonds or stock of the Oregon Im- 
provement Company may become parties hereto, within such 
time as the Committee may determine, by depositing their 
securities with either of the depositaries hereinafter mentioned, 
or with such other depositaries as from time to time may be 
appointed by the Committee ; and such depositaries shall re- 
spectively issue to the depositing security holders, certificates 
of deposit therefor, in such form as the Committee may ap- 
prove, specifying the securities deposited, and providing in 
what manner the interests represented thereby may be trans- 
ferred. The depositors severally assign to the Committee as 
joint tenants, not as tenants in common, the securities so de- 
posited, to hold the same as trustees for the purposes of this 
agreement. The depositaries shall respectively hold the de- 
posited securities subject to the order of the Committee. 


Firru. Securities may be deposited subject to this agree- 
ment with the following depositaries: The Manhattan Trust 
Company, No.1 Nassau street, New York; The Old Colony 
Trust Company, Ames Building, Boston; or with any other de- 
positary hereafter appointed by the Committee; and deposit of 
securities shall have the same effect as if the persons making 
such deposits had signed this agreement, they thereby becom- 


ing parties hereto. 


LIBRARY 
UNIVERSITY OF iffimate 


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_ positors deposit their securities as above set 


[3743] 


